What is the relationship between the franchisee's 'act or omission' and the requirement to indemnify Augusta Lawn Care?
Augusta_Lawn_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
related to your act or omission, the act or omission of any of your Related Parties, employees, agents or representatives, the Augusta Lawn Care Business's operation, the business you conduct under this Agreement, or your breach of this Agreement, including, without limitation, those alleged to be caused by the Indemnified Party's negligence, unless (and then only to the extent that) the claims obligations, or damages are determined to be caused solely by our gross negligence or willful misconduct in a final, unappealable ruling issued by a court with competent jurisdiction. For purposes of this indemnification, claims include all obligations, damages (actual, consequential, or otherwise), and costs that any Indemnified Party reasonably incurs in defending any claim against it, including, without limitation, reasonable accountants , arbitrators, attorneys' fees, and expert witness fees costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses of litigation, arbitration, or alternative dispute resolution, regardless of whether litigation arbitration or alternative dispute resolution is commenced. Each Indemnified Party may defend any claim against it at your expense and agree to settlements or take any other remedial, corrective, or other actions. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement's expiration or termination. An Indemnified Party need not seek recovery from any insurer or other third-party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you under this subparagraph. You agree that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you under this paragraph. Without limiting the foregoing, if Augusta Lawn Care is made a party to a legal proceeding in connection with Your act or omission, Augusta Lawn Care may hire counsel to protect its interests and bill You for all costs and expenses incurred by Augusta Lawn Care. You shall promptly reimburse Augusta Lawn Care for such costs and expenses.
Source: Item 23 — RECEIPTS (FDD pages 44–184)
What This Means (2025 FDD)
According to Augusta Lawn Care's 2025 Franchise Disclosure Document, the franchisee is required to indemnify Augusta Lawn Care for claims, obligations, or damages related to the franchisee's act or omission. This also extends to the acts or omissions of the franchisee's related parties, employees, agents, or representatives, the Augusta Lawn Care Business's operation, the business conducted under the agreement, or any breach of the agreement. This means that if a third party sues Augusta Lawn Care due to something the franchisee or their staff did (or failed to do), the franchisee is responsible for covering Augusta Lawn Care's costs.
The franchisee's indemnification includes all obligations, actual or consequential damages, and costs that Augusta Lawn Care incurs in defending any claim. These costs include reasonable accountants', arbitrators', and attorneys' fees, expert witness fees, costs of investigation and proof of facts, court costs, travel and living expenses, and other expenses related to litigation, arbitration, or alternative dispute resolution. Augusta Lawn Care can defend any claim at the franchisee's expense and agree to settlements or take any other remedial actions.
This indemnification continues even after the franchise agreement expires or terminates. Augusta Lawn Care does not need to seek recovery from any insurer or mitigate its losses before claiming against the franchisee. If Augusta Lawn Care is involved in a legal proceeding due to the franchisee's act or omission, Augusta Lawn Care can hire counsel to protect its interests and bill the franchisee for all associated costs and expenses. The franchisee must promptly reimburse Augusta Lawn Care for these costs.